CUSIP No. 807864103
1. Names of Reporting Persons
J. GOLDMAN MASTER FUND, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3. SEC Use Only
4. Source of Funds
WC, OO
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
o
6. Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
Number of 7. Sole Voting Power 49,959
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 49,959
Reporting
Person 10. Shared Dispositive Power 0
With
11. Aggregate Amount Beneficially Owned by
Each Reporting Person
49,959
12. Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
o
13. Percent of Class Represented by Amount in Row (11)
4.996%
14. Type of Reporting Person
PN, IA
CUSIP No. 807864103
1. Names of Reporting Persons
J. GOLDMAN & CO., L.P.
2. Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3. SEC Use Only
4. Source of Funds
AF, OO
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
6. Citizenship or Place of Organization
DELAWARE
Number of 7. Sole Voting Power 49,959
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 49,959
Reporting
Person 10. Shared Dispositive Power 0
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person
49,959
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
o
13. Percent of Class Represented by
Amount in Row (11)
4.996%
14. Type of Reporting Person
PN
CUSIP No. 807864103
1. Names of Reporting Persons
J. GOLDMAN CAPITAL MANAGEMENT, INC.
2. Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3. SEC Use Only
4. Source of Funds
AF, OO
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
6. Citizenship or Place of Organization
DELAWARE
Number of 7. Sole Voting Power 49,959
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 49,959
Reporting
Person 10. Shared Dispositive Power 0
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person
49,959
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
o
13. Percent of Class Represented by Amount in Row (11)
4.996%
14. Type of Reporting Person
CO
CUSIP No. 807864103
1. Names of Reporting Persons
JAY G. GOLDMAN
2. Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3. SEC Use Only
4. Source of Funds
AF, OO
5. Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
6. Citizenship or Place of Organization
NEW YORK
Number of 7. Sole Voting Power 49,959
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 49,959
Reporting
Person 10. Shared Dispositive Power 0
With
11. Aggregate Amount Beneficially Owned by Each
Reporting Person
49,959
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
o
13. Percent of Class Represented by Amount in Row (11)
4.996%
14. Type of Reporting Person
IN
CUSIP No. 807864103
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends
and supplements the prior statement on Schedule 13D as filed on
June 21, 2013, as amended by Amendment No. 1 thereto filed on
March 30, 2017 ("Amendment No. 1") by J. Goldman Master Fund,
L.P. ("Master Fund"), J. Goldman & Co., L.P. ("JGC"), J. Goldman
Capital Management, Inc. ("JGCM"), and Jay G. Goldman (collectively,
"Reporting Persons"), related to the common stock, par value $0.001
per share ("Common Stock") of School Specialty, Inc. ("Issuer"),
a Delaware corporation. Each item below amends and supplements the
information disclosed under the corresponding item of the Schedule
13D. Except as indicated herein, the information set forth in the
Schedule 13D remains unchanged in all material respects. This
Amendment No. 2 is being filed by the Reporting Persons in connection
with the sale of 8,739 shares of the Common Stock.
This is the final amendment to the Initial Schedule 13D and an
exit filing for the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by
adding thereto the following information:
Since Amendment No. 1 was filed, 8,739 shares of Common Stock for
which the Reporting Persons were reporting beneficial ownership were
sold in open market transactions between April 4, 2017, and May 4,
2017, at average prices ranging from $121.35 per share to $126.00
per share.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by
adding thereto the following information:
The purpose of filing this Amendment No. 2 is to update the
beneficial ownership of the Reporting Persons previously disclosed
as a result of the transaction of the Common Stock described in Item 3.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented by adding
thereto the following information:
(a) The approximate percentages of Common Stock reported as
beneficially owned by the Reporting Persons are based upon the
1,000,004 shares of Common Stock outstanding as of February 28,
2017 as reported in the Issuer's Form 10-K filed with the Securities
and Exchange Commission on March 15, 2017.
As of the close of business on May 4, 2017, the Master Fund beneficially
owned 49,959 shares of Common Stock, The Master Fund has sole power to
vote and dispose of the 49,959 shares of Common Stock that it holds.
These 49,959 shares of Common Stock constitute approximately 4.996%
of the shares of Common Stock outstanding. Each of JGC, as the investment
adviser of the Master Fund, JGCM, as the general partner of JGC, and
Mr. Goldman, as the President of JGC and sole director of JGCM, may be
deemed to beneficially own the 49,959 shares of Common Stock owned by JGC.
(b) By virtue of their respective positions with the Master Fund,
each of JGC, JGCM, and Mr. Goldman may be deemed to have sole power
to vote and dispose of the 49,959 shares of Common Stock that the
Master Fund has sole power to vote and dispose of.
(c) Except as described above, the Reporting Persons have not
engaged in any other transactions with respect to the Issuer's Common
Stock in the past sixty (60) days.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of Common Stock reported in this
Schedule 13D.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: May 5, 2017
J. GOLDMAN MASTER FUND, L.P.
By: J. Goldman & Co., L.P., as Investment Adviser
By: /s/ Jay G. Goldman
Name: Jay G. Goldman
Title: President
J. GOLDMAN & CO., L.P.
By: /s/ Jay G. Goldman
Name: Jay G. Goldman
Title: President
J. GOLDMAN CAPITAL MANAGEMENT, INC.
By: /s/ Jay G. Goldman
Name: Jay G. Goldman
Title: Director
/s/ Jay G. Goldman
JAY G. GOLDMAN
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf
of a person by his authorized representative (other
than an executive officer
or general partner of the filing person), evidence
of the representative's authority to sign on behalf
of such person shall be filed
with the statement: provided, however, that a power
of attorney for this purpose which is already on file with
the Commission
may be incorporated by reference. The name and any title of
each person who signs the statement shall be typed or printed
beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
JOINT FILING AGREEMENT
Pursuant to 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby
confirm the agreement
by and among them to join in the filing on behalf of each
of them of a Statement on Schedule 13D and any and all
amendments thereto, and that
this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of
which together
shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
Date: June 21, 2013
J. GOLDMAN MASTER FUND, L.P.
By: J. Goldman & Co., L.P., as Investment Adviser
By: /s/ Jay G. Goldman
Name: Jay G. Goldman
Title: President
J. GOLDMAN & CO., L.P.
By: /s/ Jay G. Goldman
Name: Jay G. Goldman
Title: President
J. GOLDMAN CAPITAL MANAGEMENT, INC.
By: /s/ Jay G. Goldman
Name: Jay G. Goldman
Title: Director
/s/ Jay G. Goldman
JAY G. GOLDMAN
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